Bjorn R. L. Hanson
About Bjorn R. L. Hanson
Dr. Bjorn R. L. Hanson (age 73) is an independent director of Summit Hotel Properties (INN) serving since 2011; he currently sits on the Audit Committee and the Nominating & Corporate Governance Committee and is designated an “audit committee financial expert.” He previously served as Lead Independent Director (Jun 2015–Jan 2017), Audit Committee Chair (Dec 2013–Jun 2015), and Nominating & Corporate Governance Chair (May 2016–May 2020). He holds a B.S. from Cornell University School of Hotel Administration, an M.B.A. from Fordham University, and a Ph.D. from New York University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers & Coopers & Lybrand | Founder of hospitality, sports, convention & leisure practices; National Industry Chairman (Hospitality & Real Estate); National Service Line Director; National Director of Appraisal Services | Prior to academia (dates not fully specified) | Served on PwC U.S. leadership committee and global financial advisory services management committee . |
| Kidder, Peabody & Co.; PaineWebber Inc. | Managing Director; led banking and research for lodging & gaming | Prior to 2008 | Brought investment banking and research leadership experience in lodging & gaming to board skillset . |
| New York University | Clinical Professor (2008); Divisional Dean (2010); Co-Interim Dean (2012); Adjunct Clinical Professor (current) | 2008–present | Research and quantitative analysis in hospitality and tourism; academic leadership . |
| 795 Fifth Avenue Corporation (owner of The Pierre, A Taj Hotel, NY) | Executive Vice President | Current | Active lodging consultant; industry operations oversight . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| 795 Fifth Avenue Corporation | Executive Vice President | Current | Operates The Pierre, A Taj Hotel, New York . |
| New York University (Tisch Center) | Adjunct Clinical Professor; previously Divisional Dean and Co-Interim Dean | Current; leadership roles in 2010–2012 | Academic and research roles in hospitality and tourism . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Dr. Hanson is independent under NYSE standards . |
| Committees | Audit Committee member; Nominating & Corporate Governance Committee member . |
| Chair/Leadership History | Lead Independent Director (Jun 2015–Jan 2017); Audit Chair (Dec 2013–Jun 2015); Nominating & Corporate Governance Chair (May 2016–May 2020) . |
| Audit Committee Financial Expert | Identified as “audit committee financial expert” under SEC rules . |
| Meetings & Attendance | In 2024, Board met 10 times (4 in-person, 6 via video); committees met as disclosed; each current director attended ≥75% of Board and applicable committee meetings . |
| Executive Sessions | Independent directors met in executive session following scheduled meetings; Board sessions presided over by the independent Chair; committee sessions by respective Chairs . |
| Stock Ownership Guidelines | Non-employee directors must own ≥5x annual cash retainer; all currently meet/exceed; retain ≥50% of net after-tax shares until compliant . |
| Anti-Hedging/Pledging | Hedging prohibited; pledging prohibited except pre-approved non-margin loans; no director or executive has pledged securities . |
| Director Resignation Policy | Majority vote standard; any director with more “against” than “for” in uncontested elections must offer resignation; Board must disclose decision via 8-K . |
Fixed Compensation
| Component | 2024 Program Amount | Hanson 2024 Amount |
|---|---|---|
| Annual Cash Retainer (Director) | $60,000 | $60,000 |
| Audit Committee Membership Fee | $12,500 per member | $12,500 |
| Nominating & Corporate Governance Committee Membership Fee | $7,500 per member | $7,500 |
| Committee Chair Fees | Audit $15,000; Compensation $12,500; Nominating & Corporate Governance $10,000 | $0 (not a chair in 2024) |
| Meeting Fees | None (retainer-only program) | — |
| Total Fees Earned (Cash) | — | $80,000 |
Program features: retainer-only cash (no meeting fees); meaningful equity mix; immediate vesting of annual director equity to avoid entrenchment; optional stock in lieu of cash (no director elected stock-in-lieu in 2024) .
Performance Compensation
| Equity Component | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director Equity Grant | May 28, 2024 | 18,213 | $109,642 | Fully vested on grant date; shares determined by dividing $110,000 by 10-day VWAP . |
Optional election to receive cash fees in stock under the 2024 Plan; no director elected stock-in-lieu in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None (public company boards) | N/A | N/A |
The Board’s nominee table shows Dr. Hanson has no service on other U.S. public company boards, reducing external interlock risk .
Expertise & Qualifications
- 40+ years in hospitality finance/operations; founded PwC’s hospitality practices; senior leadership at PwC; Wall Street MD roles in lodging/gaming at Kidder, Peabody & Co. and PaineWebber .
- Academic credentials and research orientation (Cornell B.S.; Fordham MBA; NYU Ph.D.) with NYU academic leadership roles; current Adjunct Clinical Professor .
- Executive VP at 795 Fifth Avenue Corporation (The Pierre), providing deep operational insights in lodging assets .
- Designated audit committee financial expert; relevant for financial reporting oversight and internal control scrutiny .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of Mar 31, 2025) | 130,852 shares | From Security Ownership table . |
| Shares Outstanding (Record Date Mar 5, 2025) | 111,381,527 | Proxy disclosure . |
| Ownership % of Shares Outstanding | ~0.12% | Calculated from above values . |
| Compliance with Director Ownership Guidelines | In compliance (≥5x cash retainer) | Company states all directors meet/exceed guidelines . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent pre-approval; none pledged | Policy and status . |
| Latest Form 4 Holdings (after grant) | 157,970 shares (as of May 21, 2025) | Insider roster shows holdings post Stock Award(Grant) . |
Insider transactions:
- May 21, 2025: Stock Award(Grant); holdings 157,970 shares after transaction (Form 4 summary) .
- May 28, 2024: Annual director equity grant of 18,213 fully vested shares under the 2024 Plan (fair value $109,642) .
Governance Assessment
- Alignment: Independent director with deep sector expertise and audit committee financial expert designation; adheres to robust ownership guideline (≥5x cash retainer) and anti-hedging/pledging policies, supporting investor alignment .
- Engagement: Prior leadership roles (Lead Independent Director; committee chairs) and 2024 attendance ≥75% indicate sustained engagement in oversight processes .
- Compensation: Director pay is retainer-only cash plus full-value equity with immediate vesting; 2024 individual totals were $80,000 cash and $109,642 equity—consistent with peer-informed design reviewed by FW Cook (independent consultant) .
- Conflicts: No related-person transactions in 2024; external role at The Pierre is disclosed, with the Nominating & Corporate Governance Committee overseeing conflicts and related transactions; none reported .
- Shareholder Signals: Company’s say-on-pay approval ~97% in 2024 indicates broad investor support for compensation practices and governance framework .
RED FLAGS: None disclosed regarding pledging/hedging, related-party transactions, attendance shortfalls, or compensation anomalies for directors in 2024 .